Match Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION

preferences of our users. Match Group hasfour operating segments, Tinder, Hinge, Evergreen and Emerging,

and Match Group Asia (“MG Asia”).

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation and Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. generally accepted

accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all

entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial

interest. Intercompany transactions and accounts have been eliminated.

Accounting for Investments in Equity Securities

Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair

value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity

securities guidance, with any changes to fair value recognized within other income, net each reporting period.

Under the measurement alternative, equity investments without readily determinable fair values are carried at

cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly

transactions for identical or similar securities of the same issuer, the value of which is generally determined

based on a market approach as of the transaction date. A security will be considered identical or similar if it has

identical or similar rights to the equity securities held by the Company. The Company reviews its investments in

equity securities without readily determinable fair values for impairment each reporting period when there are

qualitative factors or events that indicate possible impairment. Factors we consider in making this determination

include negative changes in industry and market conditions, financial performance, business prospects, and

other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative

assessments of the fair value of our investments in equity securities, which require judgment and the use of

estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the

Company writes down the investment to its fair value and records the corresponding charge within other

income, net.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during

the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments,

and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related

disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the

fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the

allowance for credit losses; the carrying value of right-of-use assets (“ROU assets”); the useful lives and

recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and

indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values;

contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair

value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and

judgments on historical experience, its forecasts and budgets, and other factors that the Company considers

relevant.

Revenue Recognition

The Company accounts for a contract with a customer when it has approval and commitment from all

parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and

collectability of consideration is probable. Revenue is recognized when control of the promised services is

transferred to our customers and in an amount that reflects the consideration the Company expects to be

entitled to in exchange for those services.

The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions.

Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance,

primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms

and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is

recognized using the straight-line method over the term of the applicable subscription period, which generally

ranges fromone week tosix months. Revenue is also earned from online advertising and the purchase of à la

carte features. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the

purchase of à la carte features is recognized based on usage. Revenue associated with offline events is

recognized when each event occurs.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an

original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to

unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance,

and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice

for services performed.

Transaction Price

The objective of determining the transaction price is to estimate the amount of consideration the Company

is due in exchange for its services, including amounts that are variable. The Company determines the total

transaction price, including an estimate of any variable consideration, at contract inception and reassesses this

estimate each reporting period.

The Company excludes from themeasurement of transaction price all taxes assessed by governmental

authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii)

collected from customers. Accordingly, such tax amounts are not includedas a component of revenue or cost of

revenue.

For contracts that have an original duration of one year or less, the Company does not consider the time

value of money.

Assets Recognized from the Costs to Obtain a Contract with a Customer

The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to

be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to

recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically,

the Company capitalizes and amortizes mobile app store fees as revenue is recognized for both subscription and

à la carte features.

During the years ended December 31, 2025 and 2024, the Company recognized expense of$692.7 million

and$696.6 million, respectively, related to the amortization of these costs. The contract asset balances at

December 31, 2025,2024, and 2023 related to costs to obtain a contract are$23.2 million,$28.6 million, and

$33.1 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet.

Accounts Receivables, Net of Allowance for Credit Losses

The majority of our users purchase our services through mobile app stores. At December 31, 2025, two

mobile app stores accounted for approximately 74% and 19%, respectively, of our gross accounts receivables.

The comparable amounts at December 31, 2024 were 78% and 16%, respectively. We evaluate the credit

worthiness of thesetwo mobile app stores on an ongoing basis and do not require collateral from these entities.

We generally collect these balances between 30 and 45 days following the purchase. Payments made directly

through our applications are processed by third-party payment processors. We generally collect these balances

within 3 to 5 days following the purchase. The Company also maintains allowances to reserve for potential

credits issued to users or other revenue adjustments. The amounts of these reserves are based primarily upon

historical experience.

Accounts receivable related to indirect revenue include amounts billed and currently due from customers.

The Company maintains an allowance for credit losses to provide for the estimated amount of accounts

receivable that will not be collected. The allowance for credit losses is based upon historical collection trends

adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company

issuance of an invoice and payment due date is not significant; customer payments that are not collected in

advance of the transfer of promised services are generally due no later than 30 days from invoice date.

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of

the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the

end of each reporting period. The Company classifies deferred revenue as current when the term of the

applicable subscription period or expected completion of our performance obligation is one year or less. The

deferred revenue balances are$151.3 million,$166.1 million, and$211.3 million at December 31, 2025,2024,

and 2023, respectively. During the years ended December 31, 2025 and 2024, the Company recognized$166.1

million and$211.3 million of revenue that was included in the deferred revenue balance as of December 31,

2024 and 2023, respectively. At December 31, 2025 and 2024, there isno non-current portion of deferred

revenue.

Disaggregation of Revenue

The following table presents disaggregated revenue:

(a)Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of

demographically focused brands.

(b)Primarily consists of the brands Pairs™ and Azar®.

Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days

from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money

market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii)

money market funds.

Property and Equipment

Property and equipment, including significant improvements, are recorded at cost. Repairs and

maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the

estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter.

The Company capitalizes certain internal use software costs including external direct costs utilized in

developing or obtaining the software and compensation for personnel directly associated with the development

of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases

when the project is substantially complete and ready for its intended purpose. The net book value of capitalized

internal use software is$68.6 million and$60.2 million at December 31, 2025 and 2024, respectively.

Business Combinations

The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on

their fair values at the date of acquisition, including identifiable intangible assets that either arise from a

contractual or legal right or are separable from goodwill. The Company typically engages outside valuation

experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but

management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting

purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is

recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of

the acquisition date.

Goodwill and Indefinite-Lived Intangible Assets

The Company assesses goodwill on itsfour reporting units and indefinite-lived intangible assets for

impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is

more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is

below its carrying value.

Goodwill

When the Company elects to perform a qualitative assessment and concludes it is not more likely than not

that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting

unit’s goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill

impairment exists.

If the Company concludes that it is more likely than not that there may be an impairment, the fair value of

each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of

a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of

a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

If measuring the estimated fair value of each operating unit, the Company uses a combination of an income

approach and a market approach. Under the income approach, a discounted cash flow analysis is performed

with assumptions and estimates of forecast operating cash flows including, revenue growth rates, profitability

margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline

public companies method and is based on revenue and income multiple data derived from publicly traded peer

group companies. There are significant judgments inherent in each analysis, including estimating the amount

and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group

companies used.

The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and

concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying

values.

Indefinite-Lived Intangible Assets

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of

its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative

impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more

likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values.

For assets in which a quantitative assessment is performed, the Company determines the fair value of its

indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis.

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and

estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are

intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible

assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market

participant would pay to license the specific trade names and trademarks. The future cash flows are based on

the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are

based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the

discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual

and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The

discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived

impairment assessment was 14%, and the royalty rate used was 6%.

If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment

equal to the excess is recorded.

At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative

analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as

being below 110% of their carrying value. While it is believed that the assumptions used in our quantitative

analysis were reasonable, changes in these assumptions, including lowering forecasts for revenue and margin,

lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future

impairment.

During the third quarter ended September 30, 2024, in connection with our decision to terminate certain

of our live streaming services and our Hakuna app, we recognized impairment charges of$28.7 million related to

indefinite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. For certain

assets with no remaining cash flows, the Company fully impaired the asset. For assets with remaining cash flows,

the Company conducted discounted cash flow valuations.

In connection with the annual impairment assessment, the Company reviews the useful lives for intangible

assets and whether events or changes in circumstances indicate that an indefinite life may no longer be

appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived

intangible assets with a carrying value of$47.2 million to the definite-lived intangible asset category because

these assets were no longer considered to have an indefinite life. No such assets were identified during the year

ended December 31, 2025.

Long-Lived Assets and Intangible Assets with Definite Lives

Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite

lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value

of an asset group may not be recoverable. The carrying value of a long-lived asset or asset group is not

recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual

disposition of the asset group. If the carrying value is deemed not to be recoverable, an impairment loss is

recorded equal to the amount by which the carrying value of the long-lived asset group exceeds its fair value.

Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the

pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2024,

in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we

recognized impairment charges of$1.9 million related to definite-lived intangible assets in the Match Group Asia

and Evergreen & Emerging segments.

Fair Value Measurements

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that

prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

•Level 1: Observable inputs obtained from independent sources, such as quoted market prices for

identical assets and liabilities in active markets.

•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for

similar assets or liabilities in active markets, quoted market prices for identical or similar assets or

liabilities in markets that are not active, and inputs that are derived principally from or corroborated by

observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained

from observable market prices for identical underlying securities that may not be actively traded.

Certain of these securities may have different market prices from multiple market data sources, in

which case an average market price is used.

•Level 3: Unobservable inputs for which there is little or no market data and require the Company to

develop its own assumptions, based on the best information available in the circumstances, about the

assumptions market participants would use in pricing the assets or liabilities.

The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and

equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets,

comprising of equity securities without readily determinable fair values, are adjusted to fair value when

observable price changes are identified or an impairment is recognized. Such fair value measurements are based

predominantly on Level 3 inputs.

Advertising Costs

Advertising costs are expensed in the period incurred (when the advertisement first runs for production

costs that are initially capitalized) and represent online marketing, including fees paid to search engines and

social media sites, and offline marketing. Advertising expense is$550.4 million,$546.8 million and$519.6 million

for the years ended December 31, 2025,2024, and 2023, respectively.

Legal Costs

Legal costs are expensed as incurred.

Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant

judgment is required in determining our provision for income taxes and income tax assets and liabilities,

including evaluating uncertainties in the application of accounting principles and complex tax laws.

We record a provision for income taxes for the anticipated tax consequences of our reported results of

operations using the asset and liability method. Under this method, we recognize deferred income tax assets and

liabilities for the future tax consequences of temporary differences between the financial reporting and tax

bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets

and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences

are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in

the period of enactment.

A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not

that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative,

including historical levels of income, expectations and risks associated with estimates of future taxable income,

and tax planning strategies in assessing the need for a valuation allowance.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that

the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured

based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This

measurement step is inherently difficult and requires subjective estimations of such amounts to determine the

probability of various possible outcomes. We consider many factors when evaluating and estimating our tax

positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized

tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an

estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final

outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of

these matters is different from the amounts recorded, such differences will affect the income tax provision in

the period in which such determination is made, and could have a material impact on our financial condition and

operating results.

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Match Group shareholders by

the weighted average number of common shares outstanding during the period. Diluted earnings per share

reflects the potential dilution that could occur from restricted stock units (“RSUs”), stock options and other

commitments to issue common stock using the treasury stock or the as if converted methods, as applicable. See

“Note 9—Earnings per Share” for additional information on dilutive securities.

Foreign Currency Translation and Transaction Gains and Losses

The financial position and operating results of foreign entities whose primary economic environment is

based on their local currency are consolidated using the local currency as the functional currency. These local

currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local

currency revenue and expenses of these operations are translated at average rates of exchange during the

period. Translation gains and losses are included in accumulated other comprehensive income as a component

of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a

currency other than the functional currency are included in the consolidated statement of operations as a

component of “other (expense) income, net.” See “Note 15—Consolidated Financial Statement Details” for

additional information regarding foreign currency exchange gains and losses.

Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are

reclassified out of accumulated other comprehensive loss into income. A gain of$0.8 million and less than

$0.1 million during the years ended December 31, 2025 and 2024, respectively, is included in “other income,

net” in the accompanying consolidated statement of operations. There wereno such gains or losses for the year

ended December 31, 2023.

Stock-Based Compensation

Stock-based compensation is measured at the grant date based on the fair value of the award and is

generally expensed over the requisite service period. See “Note 10—Stock-based Compensation” for a discussion

of the Company’s stock-based compensation plans.

Certain Risks and Concentrations

The Company’s business is subject to certain risks and concentrations, including dependence on third-party

technology providers, exposure to risks associated with online commerce security, and credit card fraud.

Financial instruments, which potentially subject the Company to concentration of credit risk, consist

primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial

institutions and are not covered by deposit insurance.

Recent Accounting Pronouncements

Accounting pronouncements adopted by the Company

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, which requires

additional disclosures around the income tax rate reconciliation and income taxes paid. The new standard is

effective for our reporting on Form 10-K for the year ended December 31, 2025. An entity may apply the

amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31,

2025 and continuing to provide the pre-ASU No. 2023-09 disclosures for the prior periods, or may apply the

amendments retrospectively by providing the revised disclosures for all periods presented. We adopted the new

standard on a retrospective basis with the additional required disclosures included in Note 3—Income Taxes.

Accounting pronouncements not yet adopted by the Company

In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures about

specified categories of expenses, including employee compensation, within certain expense captions presented

on the face of the income statement and to disclose selling expenses. ASU No. 2024-03 is effective for our

annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on

our Form 10-Q for the quarter ended March 31, 2028. The new standard may be applied prospectively or

retrospectively, and early adoption is permitted. We expect ASU No. 2024-03 to only impact our disclosures with

no impacts to our results of operations, cash flows, and financial condition. We are currently evaluating when we

will adopt the ASU.

In November 2024, the FASB issued ASU No. 2024-04, which clarifies the requirements for determining

whether certain settlements of convertible debt instruments should be accounted for as induced conversions or

extinguishment of convertible debt. ASU No. 2024-04 is effective for our annual reporting on Form 10-K for the

year ended December 31, 2026. The new standard may be applied prospectively or retrospectively, and early

adoption is permitted. We intend to adopt ASU No. 2024-04 for the year ended December 31, 2026. The ASU

adoption will only impact our results of operations and financial condition to the extent we have an induced

conversion or extinguishment of our convertible debt.

In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal use

software. The ASU updates the criteria that must be met for entities to begin capitalizing software costs. ASU No.

2025-06 is effective for the Company starting January 1, 2028. The new standard may be adopted prospectively,

retrospectively, or via modified prospective transition method, and early adoption is permitted. We are currently

evaluating ASU No. 2025-06 and its impact on our results of operations, cash flows, and financial condition and

evaluating when we will adopt the ASU.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 3—INCOME TAXES

U.S. and foreign income before income taxes are as follows:

The components of the income tax provision (benefit) are as follows:

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“the Act”). The Act provides

changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing

of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to

other tax provisions impacting 2025 and later years. The provisions of the Act resulted in a reduction of 2025

cash tax payments, and we expect a reduction in the cash tax payments for 2026 as well. Additionally, the 2025

effective tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S.

income derived from foreign sources as a result of the current expensing of U.S. research expenditures. We

continue to monitor interpretive guidance related to the Act. The impacts of the legislation are reflected in the

consolidated financial statements as of and for the year ended December 31, 2025.

A number of countries have enacted or are actively drafting legislation to implement the Organization for

Economic Cooperation and Development's international tax framework, including the Pillar II minimum tax

regime. The Company analyzed the impact of enacted legislation and determined it does not have a material

impact to the income tax provision. The Company is continuing to monitor future developments, including the

newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from

the scope of certain Pillar II taxes.

Cash paid for income taxes, net of refunds received, by jurisdiction are as follows:

The tax effects of cumulative temporary differences that give rise to significant portions of the deferred

tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to

deferred tax assets for foreign net operating losses.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of

assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the

taxes are paid or recovered.

At December 31, 2025, the Company has federal and state net operating losses (“NOLs”) of$5.0 million

and$141.2 million, respectively. While subject to limitation under Section 382 of the Internal Revenue code,

federal NOLs of$5.0 million are expected to be used through 2037. Of the state NOLs,$1.3 million can be carried

forward indefinitely and$139.9 million will expire at various times between 2026 and 2045. State NOLs of

$100.4 million can be used against future taxable income without restriction and the remaining NOLs are subject

to separate return limitations under applicable state law. At December 31, 2025, the Company has foreign NOLs

of$625.4 million available to offset future income. Of these foreign NOLs,$108.9 million can be carried forward

indefinitely and$516.5 million will expire at various times between 2026 and 2042. Foreign NOLs of

$564.6 million can be used against future taxable income without restriction and the remaining NOLs are subject

to limitation under each respective taxing jurisdiction’s law. During 2025, the Company recognized tax benefits

related to NOLs of$1.1 million. At December 31, 2025, the Company has foreign disallowed interest

carryforwards of$51.7 million that can be carried forward indefinitely and can be used against future taxable

income.

At December 31, 2025, the Company has tax credit carryforwards of$65.3 million. Of this amount,$63.6

million relates to state and foreign tax credits for research activities, of which$6.3 million will expire at various

times between 2032 and 2045. Additionally, the Company has$1.7 million of other credits, primarily consisting

of foreign employment tax credits which expire at various times between 2031 and 2032.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence,

including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of

future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning

and historical experience.

During the year ended December 31, 2025, we recorded a$4.5 million net increase to the valuation

allowance, primarily related to an increase in the foreign disallowed interest carryforwards. At December 31,

2025, the Company had a valuation allowance of$161.2 million related to the portion of NOLs, credits, and other

deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows:

(a)The majority (greater than 50%) of the tax effect in this category was made up of New Jersey, New York,

and New York City in 2025; Illinois, New Jersey, New York, New York City, and Pennsylvania in 2024; and

California, Illinois, New Jersey, New York, Pennsylvania and South Carolina in 2023.

The 2025 income tax provision was impacted by benefits from a lower tax rate on U.S. income derived

from foreign sources and research credits.

The 2024 income tax provision was impacted by nondeductible stock-based compensation and state

income taxes partially offset by benefits from a lower tax rate on U.S. income derived from foreign sources and

research credits.

The 2023 income tax provision benefited primarily from (i) the release of a valuation allowance associated

with U.S. foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S. income derived from

foreign sources, and (iii) the generation of research credits. These benefits were partially offset by state income

taxes and nondeductible stock-based compensation.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but

excluding interest, is as follows:

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the

income tax provision. Our income tax provision for each of the years ended December 31, 2025,2024, and 2023,

includes an increase (decrease) of interest and penalties of$2.0 million,$0.7 million, and$(0.3) million,

respe ctively. At December 31, 2025 and 2024, noncurrent income taxes payable include accrued interest and

penalties of$3.6 million and$1.6 million, respectively.

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income

tax. These audits include questioning the timing and the amount of income and deductions and the allocation of

income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially

completed its audit of the Company’s federal income tax returns for years through December 31, 2019. Although

the 2020 and 2021 tax years are closed to assessment, adjustments to taxable income may still be made if it

impacts net operating loss or credit carryforwards coming out of that year. Returns filed in various other

jurisdictions are open to examination for tax years beginning with 2015. Although we believe that we have

adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly

from our estimates.

At December 31, 2025 and 2024, unrecognized tax benefits, including interest, were$64.0 million and

$50.3 million, respectively. If unrecognized tax benefits at December 31, 2025 are subsequently recognized,

$58.5 million, net of related interest, would reduce income tax expense. The comparable amount as of

December 31, 2024 was$46.6 million.

Generally, our ability to distribute the$339.9 million cash and cash equivalents held by our foreign

subsidiaries at December 31, 2025 is limited to that subsidiary’s distributable reserves and after considering

other corporate legal restrictions. To the extent distributable from earnings, most foreign cash can be

repatriated without significant tax costs. The remaining excess of the amount for financial reporting over the tax

basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax

liability on this amount is not practicable.

NOTE 4—GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets, net, are as follows:

The following table presents the balance of goodwill, including the changes in the carrying value of

goodwill, for the years ended December 31, 2025 and 2024:

(a)Represents the reallocation of goodwill tofour reporting units. As a result of the change to our

operating segments in the third quarter of 2024, we reassessed our reporting units and determined that

thefour operating segments are also our reporting units for the purpose of evaluating goodwill for

impairment. The Company re-allocated goodwill to each of thefour reporting units based on their

relative fair values as of September 30, 2024. This change in reporting units is considered a triggering

event that requires a goodwill impairment assessment to be performed immediately before and after

the change. There was no goodwill impairment identified in either the before or after impairment tests.

During the year ended December 31, 2024, in connection with our decision to terminate certain of our live

streaming services and our Hakuna app, we recognized impairment charges of$30.6 million related to indefinite-

and definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. For certain

assets with no remaining cash flow, the Company fully impaired the asset. For assets with remaining cash flows,

the Company conducted discounted cash flow valuations. The Company also reclassified an indefinite-lived

intangible asset with a carrying value of$47.2 million to the definite-lived intangible asset category during the

year ended December 31, 2024 because the asset is no longer considered to have an indefinite life.

Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At

December 31, 2025 and 2024, intangible assets with definite lives are as follows:

At December 31, 2025, amortization of intangible assets with definite lives is estimated to be as follows:

NOTE 5—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At December 31,2025 and 2024, the carrying value of the Company’s investments in equity securities

without readily determinable fair values totaled$33.3 million and$19.3 million, respectively, and is included in

“Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward

adjustments (including impairments) and cumulative upward adjustments to the carrying value of equity

securities without readily determinable fair values held as of December 31, 2025 were$2.2 million and

$6.7 million, respectively. For the year ended December 31, 2025, we recognized impairments of$0.1 million

and upward adjustments of$6.7 million, which are included in “Other income (expense), net” in the

accompanying consolidated statement of operations. For the year ended December 31, 2024, there wereno

adjustments, either downward or upward, to the carrying value of equity securities without readily determinable

fair values.

Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a

recurring basis:

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair

value only for disclosure purposes.

(a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes

unamortized debt issuance costs of$0.3 million. At December 31, 2025 and 2024, the carrying value of

long-term debt, net includes unamortized original issue discount and debt issuance costs of$25.9

million and$26.0 million, respectively.

(b)At December 31, 2025, the fair value of the outstanding 2026 Exchangeable Notes and 2030

Exchangeable Notes is$417.0 million and$517.0 million, respectively. At December 31, 2024, the fair

value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is$541.2 million and

$498.0 million, respectively.

At December 31, 2025 and 2024, the fair value of long-term debt, net is estimated using observable market

prices or indices for similar liabilities, which are Level 2 inputs.

NOTE 6—LONG-TERM DEBT, NET

Long-term debt, net consists of:

(a)Subject to springing maturity, described below.

The following diagram illustrates where debt is held in our corporate structure as of December 31, 2025.

Credit Facility and Term Loan

MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that

provides for the Credit Facility and the Term Loan. The maturity date of the Credit Facility is the earlier of (x)

March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the existing senior notes due 2027,

2028, or 2029, or any new indebtedness used to refinance such senior notes that matures prior to the date that

is 91 days after March 20, 2029, in each case if and only if at least$250 million in aggregate principal amount of

such debt is outstanding on such date.

At both December 31, 2025 and 2024, the Credit Facility has a borrowing capacity of$500 million. At both

December 31, 2025 and 2024, there wereno outstanding borrowings,$0.6 million in outstanding letters of

credit, and$499.4 million of availability under the Credit Facility. The annual commitment fee on undrawn funds,

which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2025.

Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured

overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), plus an applicable margin based

on MG Holdings II’s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be

required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.

On January 21, 2025, we repaid the$425 million Term Loan in full utilizing cash on hand. At December 31,

2024, the outstanding balance on the Term Loan was$425 million. The Term Loan bore interest at Adjusted

Term SOFR plus 1.75% and the applicable rate was 6.22% at December 31, 2024.

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends,

make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio

exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants

that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay

dividends, or make distributions. Obligations under the Credit Facility are unconditionally guaranteed by certain

MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II

domestic and foreign subsidiaries. The outstanding borrowings, if any, under the Credit Facility have priority over

the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

Senior Notes

The 6.125% Senior Notes were issued on August 20, 2025. The proceeds from these notes will be used to

repay all of the outstanding 2026 Exchangeable Notes at, or prior to, their maturity and for general corporate

purposes. At any time prior to September 15, 2028, these notes may be redeemed at a redemption price equal

to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the

indenture governing the notes. Thereafter, these notes be redeemed at the redemption prices set forth below,

together with accrued and unpaid interest to the applicable redemption date:

The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to

redeem a portion of the then outstanding 0.875% Exchangeable Senior Notes due October 1, 2022 and for

general corporate purposes. At any time prior to October 1, 2026, these notes may be redeemed at a

redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole

premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the

date:

The 4.625% Senior Notes were issued on May 19, 2020, and are currently redeemable at par, together with

accrued and unpaid interest. The proceeds from these notes were used to redeem then outstanding senior

notes, to pay expenses associated with the offering, and for general corporate purposes.

The 4.125% Senior Notes were issued on February 11, 2020. The proceeds from these notes were used to

fund a portion of a distribution in 2020. At any time prior to May 1, 2025, these notes may be redeemed at a

redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole

premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the

date:

The 5.625% Senior Notes were issued on February 15, 2019, and are currently redeemable. The proceeds

from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses

associated with the offering, and for general corporate purposes. These notes may be redeemed at the

date:

The 5.00% Senior Notes were issued on December 4, 2017, and are currently redeemable at par, together

with accrued and unpaid interest. The proceeds, along with cash on hand, were used to redeem then

outstanding senior notes and pay the related call premium.

The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II’s

ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a

default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to

1.0. At December 31, 2025, there were no limitations pursuant thereto. There are additional covenants in the

5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things,

(i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with

specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter

into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets. The indentures

governing the 3.625%,4.125%,4.625%,5.625%, and 6.125% Senior Notes are less restrictive than the indentures

governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among

other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of

their assets.

The Senior Notes all rank equally in right of payment.

Exchangeable Notes

During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned

subsidiaries of the Company, issued$575.0 million aggregate principal amount of 2026 Exchangeable Notes and

$575.0 million aggregate principal amount of 2030 Exchangeable Notes, respectively.

The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the

Company but are not guaranteed by MG Holdings II or any of its subsidiaries.

The following table presents details of the outstanding exchangeable features:

(a)Subject to adjustment upon the occurrence of specified events.

As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under

the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of

the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30

consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar

quarter is greater than or equal to 130% of the exchange price on each applicable trading day;

(2) during thefive-business day period after anyfive-consecutive trading day period in which the trading

price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of

the product of the last reported sale price of the Company's common stock and the exchange rate on each such

trading day;

(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled

trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events as further described in the indentures governing the

respective Exchangeable Notes.

On or after the respective exchangeable dates noted in the table above, until the close of business on the

second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion

of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole

discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives: (1)

shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's

common stock. It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face

amount of the notes upon exchange. Any dilution arising from the 2026 and 2030 Exchangeable Notes would be

mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively.

There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended

December 31, 2025 and 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of

December 31, 2025.

On September 8, 2025, we repurchased$76.4 million aggregate principal amount of 2026 Exchangeable

Notes for$74.4 million in cash. The gain on extinguishment of the notes of$1.8 million is included in “other

income, net” in the accompanying consolidated statement of operations. Additionally, on November 13, 2025,

we repurchased$74.8 million aggregate principal amount of 2026 Exchangeable Notes for$73.4 million in cash.

The gain on extinguishment of the notes of$1.2 million is included in “other income, net” in the accompanying

At both December 31, 2025 and December 31, 2024, there was no value in excess of the principal of each

of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price

on December 31, 2025 and December 31, 2024, respectively.

Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash at the

respective issuer’s option, at any time and, for the 2030 Exchangeable Notes, on or after July 20, 2026, if the last

reported sale price of the Company’s common stock has been at least 130% of the exchange price then in effect

for at least 20 trading days (whether or not consecutive), including at leastone of thefive trading days

immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive

trading day period ending on, and including, the trading day immediately preceding the date on which the

applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to

be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The following table sets forth the components of the outstanding Exchangeable Notes as of December 31,

2025 and 2024:

The following table sets forth interest expense recognized related to the Exchangeable Notes for the years

ended December 31, 2025,2024, and 2023:

The effective interest rates for the 2026 and 2030 Exchangeable Notes are 1.2% and 2.2%, respectively.

Exchangeable Notes Hedges and Warrants

In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the

Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number

of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share

set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase

(subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below

(the “Exchangeable Notes Warrants”).

The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s

common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc. or

Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes.

The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the

market price per share of the Company’s common stock exceeds their respective strike prices.

In connection with the repurchase of$151.1 million in aggregate principal amount of 2026 Exchangeable

Notes in 2025;1.8 million underlying shares of the Exchangeable Notes Hedges and Exchangeable Notes

Warrants relating to the 2026 Exchangeable Notes were settled forno value.

The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at

(a)Subject to adjustment upon the occurrence of specified events.

Long-term debt maturities

NOTE 7—SHAREHOLDERS’ EQUITY

Descri ption of Common Stock

Holders of Match Group common stock are entitled toone vote per share on all matters to be voted upon

by the stockholders. Holders of Match Group common stock are entitled to receive, share for share, such

dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor. In the

event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to

receive, ratably, the assets available for distribution to stockholders after payment of all liabilities.

Reserved Common Shares

In connection with equity compensation plans, the Exchangeable Notes, and Exchangeable Notes

Warrants,59.3 million shares of Match Group common stock are reserved at December 31, 2025.

Common Stock Repurchases

In January 2024, the Board of Directors approved a share repurchase program of up to$1.0 billion in

aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”). On December

10, 2024, the Board of Directors authorized a new repurchase program of up to$1.5 billion in aggregate value of

shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024

Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted in

April 2025. Under the December 2024 Share Repurchase Program, shares of our common stock may be

purchased on a discretionary basis from time to time, subject to general business and market conditions and

other investment opportunities, through open market purchases, privately negotiated transactions or other

means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be

suspended or discontinued at any time.

During the years ended December 31, 2025,2024, and 2023, we repurchased 24.7 million,22.2 million and

13.5 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of

$788.8 million,$752.7 million and$546.2 million, respectively.

Preferred Stock

The Company has authorized 100,000,000 shares,$0.01 par value per share, of preferred stock. No shares

have been issued under this authorization.

Dividends

During the year ended December 31, 2025, total cash dividend payments were$186.3 million. No cash

dividends were paid during the years ended December 31, 2024 or 2023. On February 3, 2026, the Company’s

Board of Directors declared a cash dividend of$0.20 per share of outstanding common stock, to stockholders of

record as of the close of business on April 7, 2026, payable on April 21, 2026.

NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive loss. For the years

ended December 31, 2025,2024, and 2023, the Company’s accumulated other comprehensive loss relates to

foreign currency translation adjustments.

At December 31, 2025,2024, and 2023, there wasno tax benefit or provision on the accumulated other

comprehensive loss.

NOTE 9—EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share attributable to

Match Group shareholders:

(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding

Exchangeable Notes. For the years ended December 31, 2025, 2024 and 2023, the Company adjusted

net income attributable to Match Group, Inc. shareholders for the cash interest expense, net of income

taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the

same series of Exchangeable Notes.

(b)If the effect is dilutive, weighted average common shares outstanding include the incremental shares

that would be issued upon the assumed exercise of stock options, warrants, and subsidiary

denominated equity and vesting of restricted stock units. For the years ended December 31, 2025,

2024, and 2023,15.5 million,17.3 million, and 15.9 million potentially dilutive securities, respectively,

are excluded from the calculation of diluted earnings per share because their inclusion would have been

anti-dilutive.

(c)Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable

shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the

denominator for earnings per share if (i) the applicable market or performance condition(s) has been

met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting

periods. For the years ended December 31, 2025,2024, and 2023,2.7 million,3.0 million, and 3.2

million market-based awards and PSUs, respectively, were excluded from the calculation of diluted

earnings per share because the market or performance conditions had not been met.

NOTE 10—STOCK-BASED COMPENSATION

The Company currently hasone active stock and annual incentive plan, which was approved by

shareholders on June 21, 2024, and subsequently amended and restated with shareholder approval on June 18,

2025 (the 2024 plan). The Company also hasthree stock and annual incentive plans that have expired or no

longer have shares available for the future grant of equity awards pursuant to which certain equity awards

remain outstanding and which were adopted in 2015, 2017, and 2020. The 2015, 2017, and 2024 plans cover

stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation

rights denominated in the equity of certain of our subsidiaries. The 2024 plan authorizes the Company to grant

awards to its employees, officers, directors and consultants. At December 31, 2025, there were 18.7 million

shares available for the future grant of equity awards under the 2024 plan. The 2020 plan covers certain stock

options granted in 2020.

The 2024 plan has a stated term often years and provides that the exercise price of stock options granted

will not be less than the market price of the Company’s common stock on the grant date. The 2024 plan does not

specify grant dates or vesting schedules of awards as those determinations have been delegated to the

Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each

grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. RSUs,

PSUs, and market-based awards outstanding generally vest over athree- orfour-year period.

Stock-based compensation expense recognized in the consolidated statement of operations includes

expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is

considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based

compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards

that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical

experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At

December 31, 2025, there is$304.6 million of unrecognized compensation cost, net of estimated forfeitures,

related to all outstanding equity-based awards, which is expected to be recognized over a weighted average

period of approximately 1.9 years.

The total income tax benefit recognized in the accompanying consolidated statement of operations for the

years ended December 31, 2025,2024, and 2023 related to all stock-based compensation is$55.0 million,$28.7

million and$16.3 million, respectively.

The aggregate income tax benefit recognized related to the exercise of stock options for the years ended

December 31, 2025,2024, and 2023 is$19.8 million,$5.8 million, and$3.2 million, respectively.

Stock Options

Stock options outstanding at December 31, 2025 and changes during the year ended December 31, 2025

are as follows:

The aggregate intrinsic value in the table above represents the difference between Match Group’s closing

stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money

options that would have been exercised had option holders exercised their options on December 31, 2025. The

total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 is$28.2

million and$6.9 million, respectively. Cash received from Match Group stock option exercises for the years

ended December 31, 2025,2024, and 2023 was$0.4 million,$6.5 million, and$13.0 million, respectively.

Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards

RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a

hypothetical equivalent number of shares of Match Group common stock. For market-based awards, the grant

date fair value was estimated using (i) for awards that vest based on the Company’s market performance relative

to other publicly-traded companies, a lattice model that incorporates a Monte Carlo simulation of the

Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite

index over various performance periods (“rTSR Awards”) or (ii) for an award that vests based on the Company’s

stock price, a lattice model that incorporates a Monte Carlo simulation of the Company’s stock price over various

performance periods (“Value Creation Award”).

Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of

continued employment must pass before an award vests. PSUs also include performance-based vesting

conditions where certain performance targets set at the time of grant must be achieved before an award vests.

The number of market-based awards that ultimately vest for rTSR Awards is based on the Company’s market

performance relative to certain other publicly-traded companies and for the Value Creation Award is based on

the Company’s stock price. For RSU awards, the expense is measured at the grant date as the fair value of Match

Group common stock and expensed as stock-based compensation over the vesting term. For PSU awards, the

expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-

based compensation over the vesting term if the performance targets are considered probable of being

achieved.

RSUs, PSUs and market-based awards granted on or after February 1, 2024 are awarded dividend

equivalents, which are subject to the same vesting conditions as the underlying award, and settled in Match

Group common stock.

Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the

year ended December 31, 2025 are as follows:

(a)Represents the maximum shares issuable.

The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2025 and

2024, based on market prices of Match Group’s common stock on the grant date, was$33.74 and$35.78,

respectively. The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was

$217.4 million and$239.9 million, respectively. The total fair value of PSUs that vested during the years ended

December 31, 2025 and 2024 was$16.8 million and$10.0 million, respectively.

There were 2.8 million and 1.3 million market-based awards granted during the years ended December 31,

2025 and 2024, respectively. The vesting of the rTSR Awards granted in 2025 and 2024 are dependent upon the

Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite

index over various performance periods. The vesting of the Value Creation Award granted in 2025 is dependent

upon the fulfillment of both a service condition and the achievement of a stock price hurdle during the

performance period. The service condition is such that half of the shares in each tranche will vest upon

achievement of the hurdle, subject to a minimum service period, and the other half will vest at the end of the

performance period. The market condition will be satisfied if the Company’s volume weighted average closing

stock price equals or exceeds the specified price hurdles over a 45 day calendar period. If at the end of the

performance period the Company has not hit the hurdle over a 45 day calendar period, but the volume weighted

average price over the last 10 trading days equals or exceeds a specified price hurdle, the performance period

will be extended by 90 days. The total fair value of market-based awards that vested during the year ended

December 31, 2025 was$0.8 million. No market-based awards vested during the year ended December 31,

Equity Instruments Denominated in Shares of Certain Subsidiaries

The Company has granted stock settled stock appreciation rights and restricted stock units, both

denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary. These

equity awards vest over a specified period of time. The value of the stock settled stock appreciation rights and

restricted stock units are based on the equity value of the subsidiary. The stock settled stock appreciation rights

awards only have value to the extent the relevant business appreciates in value above the initial value utilized to

determine the exercise price. The fair value of the common stock of the subsidiary is generally determined

through a third-party valuation pursuant to the terms of the respective subsidiary equity plan. The stock

appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to

receive shares of Match Group common stock with a total value equal to the intrinsic value of the award at

exercise, less applicable withholding taxes. The number of shares of Match Group common stock ultimately

needed to settle these awards may vary significantly from the estimated number below as a result of

movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from

our estimate. The expense associated with these equity awards is initially measured at fair value at the grant

date and is expensed as stock-based compensation over the vesting term. At December 31, 2025, the number of

shares of Match Group common stock that would be required to settle these awards at estimated fair values,

including vested and unvested awards, net of an assumed 50% withholding tax, is 3.1 million shares and would

reduce the shares available for the future grant. The withholding taxes, which would be paid by the Company on

behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated

fair values on December 31, 2025 is$100.5 million assuming a 50% withholding tax rate. The corresponding

number of shares and withholding tax amount as of December 31, 2024 were 2.9 million shares and

$95.3 million.

Employee Stock Purchase Plan

The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the

Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s

common stock at a 15% discount of the lower of the market price of our common stock on the date of

commencement of the applicable offering period or on the last day of the applicablesix-month purchase period,

subject to certain purchase limits.

Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of$24.74

during the year ended December 31, 2025. At December 31, 2025, there were 1.9 million shares available for

future issuance under the ESPP. At December 31, 2025, there is$0.6 million of unrecognized compensation cost,

net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average

period of approximately 0.5 years.

Capitalization of Stock-Based Compensation

For the years ended December 31, 2025,2024 and 2023,$11.0 million,$6.6 million, and$11.7 million,

respectively, of stock-based compensation was capitalized related to the development of internal use software.

NOTE 11—SEGMENT AND GEOGRAPHIC INFORMATION

Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, analyzes the results of

our business through four operating segments consisting of brands or groups of brands within our portfolio:

Tinder, Hinge, Evergreen & Emerging, and MG Asia. These four operating segments are also our reportable

segments. Our CODM primarily evaluates the operating results and performance of our segments through

revenue, operating income, and Adjusted EBITDA (numerically the same as our previous metric which was called

Adjusted Operating Income). These financial metrics are used to view operating trends, perform analytical

comparisons, compare performance between periods, and evaluate variances to forecast on a monthly basis.

The following table presents revenue by segment, which includes revenue from customers in the form of

direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is

eliminated in consolidated results:

The following tables present the segment profitability measures, operating income (loss) and Adjusted

EBITDA, and a reconciliation of the total segment profitability measures to income before income taxes:

(a)Includes stock-based compensation and depreciation related to corporate.

Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor

relations, corporate development, board of director and public company listing fees), 2) portions of corporate

services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and

technology that have not been allocated to the individual business segments (such as central trust and safety

operations and certain shared software).

Our CODM does not review disaggregated assets on a segment basis; therefore, such information is not

presented. Interest income and other income, net are not allocated to individual segments as these are managed

on a consolidated basis. The accounting policies for segment reporting are the same as for our consolidated

financial statements.

The following tables present the significant segment expenses regularly reviewed by our CODM:

(a)Other operating expenses primarily consists of office rent, business software, travel, indirect taxes, and

professional fees.

(b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA.

Geographic Information

Revenue by geography is based on where the customer is located. The United States is the only country

from which revenue is greater than 10 percent of total revenue. Geographic information about revenue and

long-lived assets is presented below: